Qorvo® (Nasdaq:QRVO), a leading provider of innovative RF solutions
that connect the world, today announced the expiration of its
previously announced cash tender offer (the “2023 Tender Offer”)
for any and all of its 6.75% Senior Notes due 2023 (the “2023
Notes”) and the results to date of its previously announced cash
tender offer (the “2025 Tender Offer” and, together with the 2023
Tender Offer, the “Tender Offers”) for up to $300,000,000 of its
7.00% Senior Notes due 2025 (the “2025 Notes” and collectively with
the 2023 Notes, the “Notes”).
The 2023 Tender Offer expired, and the early tender date
occurred with respect to the 2025 Notes, at midnight, New York City
time, at the end of the day on July 13, 2018 (the “2023 Expiration
Date” and the “2025 Early Tender Date”). No 2023 Notes were
tendered after 5:00 p.m., New York City time, on June 28, 2018 (the
“2023 Early Tender Date”) and on or prior to the 2023 Expiration
Date.
The following table sets forth the approximate aggregate
principal amounts of each series of Notes that were tendered and
not withdrawn on or prior to the 2023 Expiration Date and the 2025
Early Tender Date, as applicable:
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Title of Notes |
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CUSIP Number |
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Aggregate Principal Amount Outstanding Prior to
Tender Offers |
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Aggregate PrincipalAmount of
Notes Tendered |
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Tender Cap |
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Tender Offer
Consideration(1) |
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Early Tender
Premium(1) |
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Total
Consideration(1)(2) |
6.75% Senior Notes due
2023 |
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74736KAB7 |
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$ |
444,464,000 |
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$ |
429,201,0003 |
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N/A |
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$ |
1,037.50 |
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$ |
30.00 |
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$ |
1,067.50 |
7.00% Senior Notes due
2025 |
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74736KAD3 74736KAC5 U7471QAB0 |
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$ |
548,500,000 |
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$ |
304,373,000 |
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$ |
300,000,000 |
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$ |
1,066.25 |
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$ |
30.00 |
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$ |
1,096.25 |
_________________ |
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(1 |
) |
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Per $1,000.00 principal
amount of Notes validly tendered (and not validly withdrawn) and
accepted for purchase by the Company. |
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(2 |
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Includes the early tender
premium of $30.00 per $1,000.00 principal amount of Notes validly
tendered prior to the applicable Early Tender Date (and not validly
withdrawn) and accepted for purchase by the Company. |
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(3 |
) |
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Represents 2023 Notes
tendered prior to the 2023 Early Tender Date and accepted by the
Company on June 29, 2018. |
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The 2025 Tender Offer will expire at midnight, New York City
time, at the end of the day on July 23, 2018, unless extended or
earlier terminated by the Company (such date and time, as it may be
extended, the “2025 Expiration Date”). No tenders of 2025 Notes
submitted after the 2025 Expiration Date will be valid. The
deadline for holders to validly withdraw tenders of 2025 Notes has
passed. Accordingly, 2025 Notes that were already tendered at or
before the 2025 Early Tender Date may not be withdrawn or revoked,
except in certain limited circumstances where additional withdrawal
or revocation rights are required by law.
Due to oversubscription of the 2025 Tender Offer, the Company
will accept all 2025 Notes tendered (and not validly withdrawn) on
or prior to the 2025 Early Tender Date on a prorated basis and no
2025 Notes that may be tendered after the 2025 Early Tender Date
will be accepted for purchase. The proration factor for the
2025 Notes is approximately 98.6%. 2025 Notes that were tendered in
the 2025 Tender Offer but not accepted for purchase will be
returned promptly to the tendering holders.
The Tender Offers were only made pursuant to the terms and
conditions as described in the Offer to Purchase and Consent
Solicitation Statement, dated June 15, 2018 (the “Offer to Purchase
and Consent Solicitation”), and the accompanying Letter of
Transmittal and Consent.
2025 Notes tendered prior to the 2025 Early Tender Date will be
purchased on the “Settlement Date,” which is currently expected to
occur later today.
The Company retained BofA Merrill Lynch, Citigroup Global
Markets Inc. and Wells Fargo Securities, LLC to act as the dealer
managers for the Tender Offers. Questions or requests for
assistance regarding the terms of the Tender Offers should be
directed to BofA Merrill Lynch at (888) 292-0070 (toll-free),
Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or
Wells Fargo Securities, LLC at (866) 309-6316 (toll-free). Requests
for the Offer to Purchase and Consent Solicitation and other
documents relating to the Tender Offers may be directed to Global
Bondholder Services Corporation, the depositary and information
agent for the Tender Offers, at (212) 430-3774 (for banks and
brokers only) or (866) 470-3700 (toll-free) (for all others) or
contact@gbsc-usa.com.
None of the Company or its board of directors or officers, the
dealer managers, the solicitation agents, the depositary and
information agent or the trustee with respect to the Notes or any
of the Company’s or their respective affiliates is making any
recommendation as to whether holders should tender any Notes in
response to the Tender Offers. Holders must make their own decision
as to whether to tender their Notes and, if so, the principal
amount of Notes as to which such action is to be taken.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes in the Tender Offers.
The Tender Offers were not made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Tender Offers were
required to be made by a licensed broker or dealer, the Tender
Offers will be deemed to have been made on behalf of the Company by
the dealer managers and solicitation agents, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
About Qorvo
Qorvo (Nasdaq:QRVO) makes a better world possible by providing
innovative RF solutions at the center of connectivity. We combine
product and technology leadership, systems-level expertise and
global manufacturing scale to quickly solve our customers’ most
complex technical challenges. Qorvo serves diverse high-growth
segments of large global markets, including advanced wireless
devices, wired and wireless networks and defense radar and
communications. We also leverage our unique competitive strengths
to advance 5G networks, cloud computing, the Internet of Things,
and other emerging applications that expand the global framework
interconnecting people, places and things. Visit
http://www.qorvo.com to learn how Qorvo connects the world.
Qorvo is a registered trademark of Qorvo, Inc. in the U.S. and
in other countries. All other trademarks are the property of their
respective owners.
This press release includes "forward-looking statements" within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to, statements about our plans,
objectives, representations and contentions and are not historical
facts and typically are identified by use of terms such as "may,"
"will," "should," "could," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential," "continue" and
similar words, although some forward-looking statements are
expressed differently. You should be aware that the forward-looking
statements included herein represent management's current judgment
and expectations, but our actual results, events and performance
could differ materially from those expressed or implied by
forward-looking statements. We do not intend to update any of these
forward-looking statements or publicly announce the results of any
revisions to these forward-looking statements, other than as is
required under U.S. federal securities laws. Our business is
subject to numerous risks and uncertainties, including those
relating to fluctuations in our operating results, our dependence
on a few large customers for a substantial portion of our revenue,
a loss of revenue if contracts with the U.S. government or defense
and aerospace contractors are canceled or delayed, our ability to
implement innovative technologies, our ability to bring new
products to market and achieve design wins, the efficient and
successful operation of our wafer fabrication and other facilities,
our ability to adjust production capacity in a timely fashion in
response to changes in demand for our products, variability in
manufacturing yields, industry overcapacity, inaccurate product
forecasts and corresponding inventory and manufacturing costs,
dependence on third parties, our dependence on international sales
and operations, our ability to attract and retain skilled personnel
and develop leaders, the possibility that future acquisitions may
dilute our stockholders' ownership and cause us to incur debt and
assume contingent liabilities, fluctuations in the price of our
common stock, our ability to protect our intellectual property,
claims of intellectual property infringement and other lawsuits,
security breaches and other similar disruptions compromising our
information, and the impact of government and stringent
environmental regulations. These and other risks and uncertainties,
which are described in more detail in Qorvo's most recent Annual
Report on Form 10-K and in other reports and statements filed with
the Securities and Exchange Commission, could cause actual results
and developments to be materially different from those expressed or
implied by any of these forward-looking statements.
QRVO-F
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At
Qorvo® |
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At the
Financial Relations Board |
Doug DeLieto |
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Joe Calabrese |
VP, Investor
Relations |
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Vice President |
336-678-7088 |
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212-827-3772 |
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